Terms of Use

May 20, 2024

1. Accepting the Terms. These Terms of Use (“Terms”) are a legally binding agreement between you (“you”) and FordDirect and its parents, subsidiaries, affiliates, officers, directors, members, employees, managers, agents, suppliers, and third-party licensors (“FordDirect Parties,” “we,” “us,” or “our”) for access to and use of our website, https://theshop.forddirect.com (the "Website") and other related software, interactive features or downloads operated by us and that are available through the Website, including The Shop (whether accessed directly or through any software) (collectively, the "Service").
   
   These Terms are effective until terminated by us or you. By accessing the Service, you agree that you have read, understood, and agreed to these Terms. By using the Service, you consent to our data protection practices and other activities as described in our Privacy Statement (www.forddirectprivacy.com). This policy explains how we treat your personal information, and how we protect your privacy when you use the Service. If you do not consent, do not use the Service.
   
   IMPORTANT NOTICE: THESE TERMS INCLUDE AN ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER. PLEASE SEE SECTION 11 FOR FURTHER DETAILS.
    
2. Use of the Service. We provide the Service for general informational purposes only. Your use of the Service shall be at your sole risk.
   
   You agree that (i) you will use the Service solely in accordance with these Terms, any specific rules or usage provisions specified by us on the Service, and any other agreements governing your relationship with us; and (ii) all information supplied by you to us will be true, accurate, current, and complete. We retain the right at our sole discretion to deny or suspend access to the Service to anyone, at any time and for any reason, without liability.
   
   We have no obligation to back up any data, files, information, or other materials. We expressly reserve the right to limit storage capacity and to remove or delete any data, files, or other information stored or used in connection with the Service for any reason. We cannot always foresee or anticipate technical or other difficulties that may result in failure to obtain data or loss of data, personalization settings, or other interruptions. We do not assume responsibility for the timeliness, accuracy, deletion, non-delivery of, or any failure to store, any user data, communications, or settings.
   
   Please remember that you are solely responsible for your interactions with other users of the Service. We reserve the right, but have no obligation, to monitor disputes between you and any other user of the Service, or any user’s action or inaction.
   
   You agree that you will not:
   • use the Service in any unlawful manner or for any unlawful purpose;
   • allow unauthorized users or third parties to access or use the Service;
   • attempt to access any data or system that you are not authorized to access;
   • sell, copy, duplicate, rent, lease, loan, distribute, transfer, or sublicense the Service;
   • decompile, reverse engineer, disassemble, modify, or otherwise compromise any part of the Service;
   • remove any copyright, trademark, patent, or other proprietary notices from the Service;
   • distribute, publish, exhibit, or otherwise use the Service, in any manner and for any purpose not expressly permitted under these Terms;
   • exploit the Service or collect any data incorporated in the Service in any automated manner through the use of bots, metaspiders, crawlers, or any other automated means;
   • introduce any viruses, Trojan horses, worms, time bombs, cancel bots, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;
   • register as a user of the Service by providing false, inaccurate, or misleading information;
   • post hyperlinks to commercial services or websites;
   • transmit "junk mail," "chain letters," "spimming," "spamming," or “phishing”
   • be defamatory, threatening, abusive, harassing, or obscene, or involve pornography of any kind;
   • collect personal data about other users of the Service for commercial or any other purposes;
   • attempt to gain unauthorized access to our computer systems (including any non-public areas of the Service) or engage in any activity that disrupts, diminishes the quality of, probes for vulnerability of, interferes with the performance of, or impairs the functionality of, the Service (or the servers and networks that are connected to the Service); or
   • access or use the Service if we have previously removed you from the Service.
      
3. Third Parties. The Service may contain links to other websites or services maintained by third parties. We do not operate, control, or endorse the content found on third-party websites or services. You assume sole responsibility for your use of third-party links, websites, products, and services.
   
   By connecting to the Service with a third-party service (e.g., Facebook), you give us permission to access and use information, content, and material you have supplied to that service as permitted by that service, and to store your log-in credentials for that service.
   
   You agree that you will abide by any third-party company policies and terms necessary in using our Website or Service (such as a third-party publisher terms of use or Facebook terms of use).
   
   To the extent allowed by applicable law, we are not responsible for any loss or damage relating to third parties. Please see our Privacy Statement for more details about data processing by third parties.
    
4. Availability and Termination. The form and nature of the Service that we provide may change from time to time without prior notice to you. We, at our sole discretion, may decline to provide you access to the Service, or stop providing the Service, without liability or prior notice to you. If your access to the Service is suspended or terminated, you must immediately stop accessing the Service.
    
5. Access to the Service; Reservation of Rights. Subject to your compliance with these Terms, we hereby give you a personal, revocable, worldwide, non-assignable, and non-exclusive right to access and use the Service in the manner and for the purposes expressly permitted by these Terms and our associated policies. We reserve all right, title, and interest in and to the Service not expressly granted to you under these Terms. There are no implied licenses under these Terms.
    
6. Intellectual Property. We own all legal right, title, and interest in and to the Service, including any intellectual property rights that subsist in the Service. Your use of the service does not grant any right or license under any patent, patent application, copyright, or proprietary right owned by FordDirect. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Service. You agree that in using the Service, you will not use any trademark, service mark, trade name, or logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names, or logos.
    
7. Submissions.
    
   1. You may be able to submit testimonials or leave ratings and reviews on the Service, including on the Service for Vendor Products you have bought. Any submissions you make to the Service (each, a “Submission”) may be edited, modified, published, and displayed by FordDirect, and you waive any rights regarding the material being changed.
       
   2. You grant the FordDirect Parties an unlimited right and license to host, store, use, display, reproduce, modify, and otherwise use in any manner, or grant third parties the right to do any of the foregoing, your Submissions, for any purpose in all formats and mediums.
       
   3. To the extent allowed by law, you grant the FordDirect Parties the right to use your name and Dealership name with your Submissions if you submit your name or Dealership name. You will not receive any compensation for any of the rights granted in this Section 8. You represent and warrant that you own or have the necessary rights to grant us the rights granted in this Section 8 and that your Submissions will comply with these Terms.

   4. Designated Agent for Copyright Notification. If you believe that any content on the Website infringes your copyright rights, please contact FordDirect’s designated agent for receiving such notifications in writing as follows:
      
      Scott Smiley
      The Concept Law Group
      6400 North Andrews Avenue, Suite 500
      Fort Lauderdale, Florida 33309 
      Phone: (754) 300-1315
      Email: prosecution@conceptlaw.com
      
      In your communication, please include:
       

      • Your physical or electronic signature;
      • Identification of the copyrighted work you claim has been infringed, or, if there are multiple copyrighted works on the Website, a representative list of such works;
      • Identification of the material or activity that you claim is infringing, and information reasonably sufficient to permit us to locate the material or the reference or link);
      • Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address;
      • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by you, your agent, or the law; and
      • A statement that the information in your notification is accurate.

      
      If the communication is submitted by someone on your behalf, the communication must also contain a statement that, under penalty of perjury, the submitter is authorized to act on your behalf.
       

8. Disclaimer of Representations and Warranties. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED TO YOU ON AN “AS IS” BASIS, AND THE FORDDIRECT PARTIES DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR ENDORSEMENTS OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE. THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS, AND INACCURACIES IN THE SERVICE, FORDDIRECT PROPERTIES, OR OTHER MATERIAL MADE AVAILABLE THROUGH THE SERVICE. YOU SHOULD NOT RELY ON THE SERVICE OR FORDDIRECT PROPERTIES AS A SUBSTITUTE FOR, AND IT DOES NOT REPLACE, PROFESSIONAL LEGAL, FINANCIAL, TAX, OR MEDICAL ADVICE. WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY CONTENT THAT YOU OR ANY THIRD PARTY SUBMITS, POSTS, OR SENDS OVER THE SERVICE.
    
9. Limitation of Liability.
    
   1. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE FORDDIRECT PARTIES ARE NOT LIABLE TO YOU FOR ANY LOSS, DAMAGE OR INJURY OF ANY KIND RELATING TO (A) THE SERVICE; (B) THESE TERMS; OR (C) YOUR MISUSE OF THE SERVICE OR ANY FORDDIRECT PROPERTIES. THE LIMITATIONS IN THIS SECTION WILL APPLY REGARDLESS OF THE FORM OF ACTION.
       
   2. ANY CLAIM RELATING TO THESE TERMS MUST BE STARTED WITHIN ONE (1) YEAR OF THE RELEVANT EVENTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE FORDDIRECT PARTIES EACH WAIVE THE RIGHT TO PURSUE ANY CLAIM RELATING TO THESE TERMS THAT IS NOT FILED WITHIN ONE YEAR AND ANY RIGHT TO PURSUE THAT CLAIM IS PERMANENTLY BARRED.
       
   3. THE TOTAL LIABILITY OF THE FORDDIRECT PARTIES FOR ANY REASON WHATSOEVER RELATED TO USE OF THE SERVICE OR ANY CLAIMS RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS, IF ANY, PAID BY YOU TO US DURING THE PAST TWELVE (12) MONTHS IN CONNECTION WITH YOUR ACCESS TO THE SERVICE.
       
10. Indemnification. You agree to release, indemnify and hold harmless the FordDirect Parties from and against any and all liabilities, losses, damages, claims, and expenses, including, without limitation, attorneys’ fees, with respect to (a) your access, use or misuse of, or reliance upon, the Service, (b) your actual or alleged violation or breach of these Terms or rights of another, and (c) your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder. For the avoidance of doubt, this section shall survive the termination of these Terms.
     
11. Arbitration Agreement and Class/Representative Action Waiver.
    
    PLEASE READ THIS SECTION CAREFULLY– IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. IT CONTAINS A CLASS-ACTION WAIVER.
     
    1. Governing Law and Arbitration Agreement. These Terms, and your relationship with us under these Terms, will be governed by the laws of the State of Michigan without regard to its conflict-of-laws or choice-of-law provisions. Any dispute with us, or our parents, subsidiaries, affiliates, officers, directors, employees, agents, or affiliates, arising in relation to these Terms will be resolved exclusively through non-appealable arbitration with one arbitrator following the rules of the American Arbitration Association in Wayne County, Michigan. If the applicable rules do not include rules governing mass arbitrations, in the event twenty-five or more arbitration demands are filed against or on behalf of the same party or related parties that raise similar claims and representation of the parties is consistent or coordinated across cases, the American Arbitration Association’s Mass Arbitration Supplementary Rules shall apply. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by the American Arbitration Association. Each party will bear their own costs of arbitration. The arbitration shall be a confidential proceeding, closed to the general public. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. Judgment on the award decided by the arbitrator(s) may be entered in any court with jurisdiction. Nothing in this paragraph shall affect either party’s ability to seek injunctive or equitable relief from a court at any time, to the extent it is not prohibited by another provision of these Terms.
        
    2. No Class or Representative Actions. You agree to resolve any disputes related to these Terms as an individual and not as a class or by joining any class. You understand that, in return for agreement to this provision and the dispute provision above, we are able to offer the Service at the terms designated, and that your agreement is necessary for us to be able to offer these Terms. You also acknowledge and understand that, with respect to any dispute with us or the FordDirect Parties relating to your use of the Service or these Terms: YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT OR OTHER ACTION OR PROCEEDING INVOLVING ANY SUCH DISPUTE. YOU ARE GIVING UP ANY RIGHT TO TRIAL BY JURY.
        
12. Changes to Terms. FordDirect can change any part of these Terms and any Additional Terms without prior notice. We may notify you of any updated Terms and any Additional Terms by posting them on the Service. Your continued use of the Service indicates acceptance and agreement by you for these Terms, including any such changes. If you object to any such changes, please stop using the Service.
     
13. General Provisions.
     
    1. Survival. The provisions of these Terms and any Additional Terms which by their nature should survive termination of these Terms, will survive, including, without limitation, sections on Use of the Service, Additional Use of the Service Terms, Intellectual Property, Submissions, Disclaimer of Representations and Warranties, Limitation of Liability, Indemnification, Arbitration Agreement and Class/Representative Action Waiver, and General Provisions.
        
    2. Severability; Assignment. If for any reason a court of competent jurisdiction or arbitral tribunal finds any provision in these Terms to be illegal or otherwise unenforceable, that provision will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remaining provisions shall continue in full force and effect. FordDirect may assign its rights and obligations under these Terms and any Additional Terms to any party at any time without any notice. You may not assign or delegate your duties under these Terms or any Additional Terms without the prior written consent of an officer of FordDirect.
        
    3. Complete Agreement; No Waiver. These Terms and any Additional Terms reflect our complete agreement regarding the Service and take priority over any prior agreements, representations, warranties, assurances, or discussions related to the Service. Except as expressly stated in these Terms or any Additional Terms, no waiver or change to any of these Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification would be imposed.
        
    4. International Issues. FordDirect controls and operates the Service from the U.S., and FordDirect does not claim that the Service is appropriate or available for use beyond the U.S. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or to any sale of goods resulting from your use of the Service. Software related to or made available by the Service may be subject to export controls of the U.S., and you agree not to export software to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions.
        
    5. Investigations; Cooperation with Law Enforcement. FordDirect may investigate and enforce any suspected breaches of these Terms or the Service. FordDirect may disclose information as necessary to satisfy any law, regulation, legal process or governmental request.
        
14. Additional Use of the Service Terms. By using the Service, you also agree to the following terms. The Service is an online business-to-business marketplace that displays products that Ford and Lincoln and related dealers can buy from third-party vendors (each, a “Vendor”) and helps connect dealers with those Vendors.
     
    1. Accounts. You may set up an account to access pricing or make a purchase through the Service, which requires: (a) Ford credentials for Ford and Lincoln dealers; (b) registration and passing an approval process, an account validation, or both if we deem it appropriate; (c) providing information about you and your dealership (including your Dealer PA code); and (d) providing information about any users who access or use the Service on your behalf or at your direction (“Authorized Users”).You agree to keep your password confidential and you are responsible for all use of your account. We may take any action we deem appropriate if we believe your account has been accessed by someone other than you or an Authorized User. We can terminate any account that we determine violates these Terms, and we can deny the creation of any account for any reason. You are responsible for your actions while using the Service, including the actions of any Authorized Users.
        
    2. Authorized Users. You agree that you will be solely responsible for any and all acts and omissions of your Authorized Users. You agree that you will require all Authorized Users to comply with these Terms.
        
    3. Vendor Products; Disclaimer.
        
       1. You are responsible for evaluating any product or service that Vendors make available through the Service (“Vendor Product”) that you are considering purchasing and for exercising your own business judgment in making decisions about whether to make a purchase. Listing a Vendor Product in the Service does not indicate any FordDirect Parties’ endorsement, approval, or warranty related to such Vendor Product. If we call a Vendor an “approved” Vendor or say that a Vendor Product is an “approved product/service” (or anything along those lines), we mean that the Vendor has met our criteria for being included in the Service. The FordDirect Parties do not provide any endorsement, certification, or guarantee about the quality of any Vendor Product or whether the Vendor or Vendor Product is licensed, insured, trustworthy, safe, suitable, or reliable.
           
       2. All information about a Vendor Product in the Service (or in any advertising for the Service) comes directly from the Vendor and not from the FordDirect Parties. FordDirect requires each Vendor to agree that it will follow the law and industry guidelines and behave ethically in its delivery of the Vendor Products to dealers, but The FordDirect Parties do not independently validate whether information provided by the Vendor is accurate.
           
       3. When you buy a Vendor Product, you will be contracting directly with the Vendor for your use of the Vendor Product (“Vendor Contract”). The Vendor Contract will provide the terms and conditions of the Vendor Product, including any fees and any other charges you will need to pay for the Vendor Product. We encourage you to carefully review the terms of each Vendor Contract before purchase, including the terms of the Vendor’s privacy statement (which will govern any information you provide to Vendors).
           
       4. If you buy a Vendor Product, the FordDirect Parties (a) do not in any way control the way the Vendor provides you the Vendor Product, (b) are not responsible for the interactions between you and any Vendor; and (c) provide any customer support in the FordDirect Parties’ sole discretion.
           
       5. THE SHOP IS OFFERED AS A PLATFORM TO HELP MAKE CONNECTIONS. THE FORDDIRECT PARTIES HAVE NO RESPONSIBILITY FOR THE QUALITY, AVAILABILITY, DELIVERY, OR ANY OTHER ASPECT OF VENDOR PRODUCTS. DISPUTES BETWEEN YOU AND VENDORS WILL BE RESOLVED SOLELY BETWEEN YOU AND THE VENDORS.
           
    4. Billing and Payment.
        
       1. If you buy a Vendor Product, the fees, charges, and taxes that you owe to the Vendor may be included with your FordDirect monthly billing statement or you may be billed directly by Vendor. You agree to pay any amounts due. If there is any disagreement between you and a Vendor regarding the fees, charges, or taxes due, you must work directly with the Vendor to resolve the issue.
           
       2. Vendors may pay an amount to FordDirect for the Service platform, and that amount may be included in the price of Vendor Products.
           
    5. FordDirect Properties. All legal right, title, and interest in and to the Service and any content or information that the FordDirect Parties put on or through the Service (“FordDirect Properties”), including any intellectual property rights, is the property of FordDirect or our licensors or other third parties like our Vendors, and is protected to the fullest extent possible by U.S. and international intellectual property and unfair competition rights and laws.
        
    6. Restrictions. Any unauthorized use of the Service or FordDirect Properties is prohibited. You agree to comply with all applicable laws. No one can use the Service unless they are at least eighteen (18) years old. You may not: (a) engage in any activity in connection with the Service or FordDirect Properties that is unlawful, harmful, offensive, sexually explicit, obscene, violent, threatening, harassing, abusive, falsely representative of your persona, invasive of someone else’s privacy, or otherwise objectionable to FordDirect; (b) interfere with the proper operation of or any security measure used by the Service or FordDirect Properties; (c) violate any intellectual property or other right of any third party; or (d) otherwise violate these Terms or any Additional Terms.
        
15. Contact Us. If you have any questions or need to contact us about the Service or these Terms, please contact us by email at TheShop@forddirect.com.